What is Direct Registration?

The Direct Registration System (DRS) is a service within the securities industry that allows your shares in a company to be held in your name and tracked electronically. You retain full ownership of your shares, without having to hold a stock certificate. Similar to keeping money in a bank, you will have an account number and receive statements that detail your account activity and your share balance. This paperless form of stock ownership is commonly referred to as "book-entry" because your shares are accounted for on the company's books or records. Computershare is the record-keeping transfer agent responsible for maintaining your shares.

Shares held in book-entry have all the traditional rights and privileges as shares held in certificate form. You will receive all corporate communications, dividends, annual reports and proxy material directly from the company. Plus, by keeping your shares in book-entry, you don't have to worry about protecting your stock certificates from loss, theft, or destruction. Book-entry ownership also allows for convenient electronic share transactions, such as ownership transfers, sales, and moving shares to or from a broker.

Since being introduced in 1996, book-entry ownership through the DRS has become the industry standard. It is aligned with the strategic direction of the U.S. securities industry and has been approved by the Securities and Exchange Commission and the stock exchanges. Book-entry ownership provides for more streamlined processing within the securities industry, and reduces the overall cost. Not all publicly traded companies currently offer Direct Registration to their shareholders.

Frequently Asked Questions

Can I access my account via the Internet?

Yes, you can access your account and request transactions via the Internet. To access your account online go to www.computershare.com and click on Account Access and enter the following:

• Issue and Account Numbers as they appear on your statement,
• U.S. Social Security Number or U.S. Tax ID Number (if applicable), and the password.

Can I sell my book-entry shares through Computershare?
Yes, you can request the sale of all or a portion of your book-entry shares through Computershare by accessing your account online at www.computershare.com and following the instructions as noted before. You may also request a sale by calling Computershare at 1-800-935-9330 using a touch-tone telephone and selecting the option "to sell shares" or by sending a written request to Computershare. A service fee of $15.00 plus a processing fee, currently at $0.12 per each whole share and fraction sold will be charged for each sale. The processing fee includes any applicable brokerage commissions Computershare is required to pay. The fees will be deducted from the sale proceeds and a check for the net proceeds will be mailed to you. Sales orders ** will be processed in accordance with the "Terms and Conditions" described below. Sales online are also subject to Computershare's Internet "Account Access" terms of service. Any account with an uncertified U.S. Social Security Number or U.S. Taxpayer Identification Number will be subject to backup withholding.

Does holding shares in book-entry have an effect on my dividends?
No. Your dividends will not be affected by holding shares in book-entry form, whether your account is set-up for dividends to be reinvested or paid to you by check or by direct deposit.

When will I receive statements?

You will receive an advice statement or confirmation detailing any activity affecting your book-entry shares shortly after a transaction has taken place. You may also receive statements at other points in time. Plus, you can contact Computershare customer service and request a statement. It is important to keep your statements for tax purposes. And remember, you can also view your account balance and account activity at any time online at www.computershare.com; follow the instructions as previously noted.

When will I receive statements?

You will receive an advice statement or confirmation detailing any activity affecting your book-entry shares shortly after a transaction has taken place. You may also receive statements at other points in time. Plus, you can contact Computershare customer service and request a statement. It is important to keep your statements for tax purposes. And remember, you can also view your account balance and account activity at any time online at www.computershare.com; follow the instructions as previously noted.

Can I convert my certificate shares into book-entry shares?

Yes, you can convert your shares held in certificate form into book-entry shares by mailing your certificates to Computershare together with a letter of instruction. The certificates should not be endorsed. By depositing your shares in book-entry, you will eliminate the risk of loss or theft of your certificates.

Certificates should be sent to Computershare at the address below by registered mail with return receipt requested and insured for 2% of the market value, with a minimum of $20.00. This amount represents the replacement cost that will be charged to you if your certificates are lost in transit to Computershare. Send your certificates to Computershare, P.O. Box 43084, Providence, RI 02940-3084.

How do I transfer my book-entry shares?

The requirements for transferring ownership of book-entry shares are the same as for certificate shares. In order to complete a transfer, you must submit written instructions and proper documentation, along with a Medallion Guarantee. For more information, or to request a Transfer of Ownership Form, please go to www.computershare.com and follow the instructions as noted before, or call Computershare customer service at 800-736-3001 (within Massachusetts, please call 781-575-3100).

Is it possible to move shares from my broker to a book-entry account at Computershare?

Yes. Your broker can move shares electronically from your brokerage account to either a new or an existing account at Computershare. Please contact your broker for more information.

Can I get a certificate for my shares?

Yes, you can request a certificate for all or a portion of your whole shares by accessing your account via the Internet at www.computershare.com and following the instructions as noted before. You may also request a certificate by calling Computershare at 1-800-935-9330 using a touch-tone telephone and selecting the option "to issue shares" or by sending a written request to Computershare. Please allow seven to ten business days for the certificate to be printed and delivered by first class mail. If you choose to have a stock certificate issued for all of your book-entry shares, any fractional share you may own at that time will be sold and you will receive a check for the sale proceeds of that fractional share less any applicable fees as previously noted.

Computershare recommends that your certificates be placed in a safety deposit box in a secure financial institution. If the certificates are accidentally lost, there is a surety bond fee of 2% of the current market value as of the time the shares are reported lost, or a minimum $20.00 flat fee, for shares with market value under $1,000. If you are planning to sell your shares, Computershare offers the sales facility as previously noted.

How do I deliver my book-entry shares to my broker?

Your book-entry shares can be moved to your brokerage account electronically through the DRS. If your broker does not participate in the DRS, you will have to request physical certificates, and then deliver the physical certificates to your broker. If your broker does participate in the DRS, you will need to supply your broker with specific information about your book-entry account at Computershare in order for your broker to move your shares. The information you will need is printed on your statement. Please contact your broker for more information.

Can I still sell shares through my broker?

Yes, you can still sell shares through your broker. First, your shares must be delivered to your broker. Please read the instructions immediately above to move shares to your broker.

Whom should I contact if I have additional questions?

If you have any additional questions on your book-entry shares or require other assistance, please call Computershare at 800-736-3001 (within Massachusetts, please call 781-575-3100). You may also contact Computershare via the Internet at www.computershare.com and follow instructions as previously noted.

1. The Company has authorized EquiServe Trust Company, N.A. (dba Computershare, formerly EquiServe) to act as an independent sales order service agent for shareholders pursuant to these Terms and Conditions.

2. Computershare, in accordance with your authorization, will sell all or a portion of the whole and fractional shares of stock credited to your book-entry account at any time, upon request. The authorization to sell includes an authorization to transfer your shares as necessary to complete the sale, including transferring shares to a nominee account of Computershare and to Computershare's broker. You can request a sale by accessing your account via the Internet at www.computershare.com, by calling Computershare at 1-800-935-9330, or in writing. For security reasons your telephone transactions will be recorded.

3. If you would like to sell your shares via the Internet or by telephone, you should note that Computershare limits such sales to an anticipated market value of no more than $100,000. This limitation is set to protect your account against unauthorized sales. If you wish to sell your shares that have an anticipated market value of more than $100,000, you are expected to submit your request in written form. In addition, any sale request within thirty (30) days of an address change to your account is expected to be submitted in written form. Computershare may, for any reason at its sole discretion and at any time, refuse to execute a transaction request submitted by telephone or Internet and in its place require written submission of such request.

4. In making a request to sell by telephone, you agree to the terms and conditions of the Direct Registration System (DRS) and agree that the authorization to sell constitutes an authorization to transfer the shares as necessary to complete the sale, including transferring shares to a nominee account of Computershare and to Computershare's broker. By making a request to sell by telephone, you further agree that your phone call request constitutes an effective and binding instruction on which Computershare may rely. Sales requests made via the Internet are subject to the terms of Computershare's Internet "Account Access" agreement.

5. All shares that are subject to sales requests will be sold within five trading days from the date the request was received. Computershare will mail the proceeds of the sale directly to you, less all applicable sales order service fees and processing fees. The processing fees include any applicable brokerage commissions Computershare is required to pay. Sales requests received by 1:00 p.m., Eastern Time, on any trading day will be treated as received on that day. Sales requests received after 1:00 p.m., Eastern Time, will be treated as received on the next trading day. Sales requests received on a non-trading day will be deemed to have been received on the next trading day.

6. To maximize cost savings, Computershare will make every effort to sell orders in round lot transactions. For this purpose, it may combine one selling shareholder's order with those of others. Computershare's broker may be required by market conditions to execute more than one transaction in filling a given aggregate order for Computershare, and those trades may occur at different prices. In every case, the price to each selling shareholder will be the weighted average sales price, net of fees, obtained by Computershare's broker for each aggregate order placed by Computershare.

7. Computershare will instruct its broker, which may be an affiliate of Computershare, to effect sales on any securities exchange where the Company's shares are traded, in the over-the-counter market, or by negotiated transactions, subject to such terms with respect to price, delivery, etc., as Computershare may agree. Shareholders may not direct the time or price at which shares may be sold, or select the broker or dealer through whom sales are to be made.

8. For processing all sales instructions submitted by a shareholder, Computershare will receive compensation according to its current fee schedule. The current sales order fee consists of a service fee of $15.00 per transaction and a processing fee of $0.12 per each whole share and fraction sold, which includes any applicable brokerage commissions Computershare is required to pay. The fees will be deducted from the proceeds of the sale. Fees are subject to change at any time and any shareholder considering a sale should inquire about the applicable fees before requesting a sale. Any account with an uncertified U.S. Social Security Number or U.S. Taxpayer Identification Number will be subject to backup withholding.

9. The Tax Equity and Fiscal Responsibility Act of 1982 impose certain reporting obligations on brokers and other intermediaries. As a result, Computershare is required to report to the Internal Revenue Service and you any sale of shares made on your behalf.

10. The sale of shares through Computershare is not available to any shareholder who is considered an "affiliate" of the Company as that term is used in Rule 144 under the Securities Act of 1933.

11. No order by you to sell shares recently acquired will be accepted until Computershare has definitively posted the shares to your book-entry account.

12. Neither Computershare nor the Company shall be liable in connection with Computershare's sales order processing through DRS for any act done in good faith or for any good faith omission to act including, without limitation, any claims for liability (1) arising out of processing an order subsequent to a shareholder's death but prior to receipt of written notice of death from an appropriate fiduciary, and (2) with respect to the prices or times at which shares are sold for your account. Computershare will have no responsibility for the market value of shares in my book-entry account, and no liability for failed executions due to reasons beyond Computershare's control. Computershare shall not be liable for any loss or damage resulting from its inability to comply with these Terms and Conditions by reason of events beyond its reasonable control, including acts of war, terrorism, riots, civil emergencies, acts of God or nature, local or regional electrical or communications system breakdowns, or acts of civil or military authority. You agree to indemnify and hold harmless Computershare and its service providers from and against any loss or liability Computershare incurs (and all expenses reasonably incurred in defending against claims arising out of such losses or liabilities) for actions Computershare and its service providers take or omit in respect of your account (other than actions and omissions constituting willful misconduct or gross negligence of Computershare or its service providers). Neither Computershare nor the Company recommends any transaction. Decisions to sell shares are entirely under your control and subject to your own research and judgment.

13. The laws of the State of New Jersey govern sales order processing by Computershare through the DRS.

14. Computershare reserves the right to amend or modify the provisions of this agreement for Sales Order Processing at any time by mailing a copy of such amendment or modification (that may be included with other Company mailings to you) to all shareholders in the DRS.